FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [ TSCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/08/2010 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 09/08/2010 | G(1) | 16,866 | D | $0.00 | 245,728(2) | D | |||
Common Stock | 09/08/2010 | G(1) | 16,866 | A | $0.00 | 25,844(3) | I | Trust | ||
Common Stock | 09/08/2010 | S(4) | 10,200 | D | $37 | 15,644 | I | Trust | ||
Common stock | 09/08/2010 | M(5) | 70,000 | A | $4.4538 | 315,728 | D | |||
Common stock | 09/08/2010 | S(5) | 70,000 | D | $37 | 245,728 | D | |||
Common stock | 8,356(6) | I | Stock Purchase Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee stock option | $4.4538(7) | 09/08/2010 | M(5) | 70,000 | 01/24/2005 | 01/24/2012 | Common stock | 70,000(7) | $0.00 | 140,000(7) | D | ||||
Employee stock option | $9.82(8) | 01/23/2006 | 01/23/2013 | Common stock | 160,000(8) | 160,000(8) | D | ||||||||
Employee stock option | $21.325(9) | 01/22/2007 | 01/22/2014 | Common stock | 90,000(9) | 90,000(9) | D | ||||||||
Employee stock option | $16.34(10) | 10/01/2007 | 10/01/2014 | Common stock | 75,000(10) | 75,000(10) | D | ||||||||
Employee stock option | $18.1975(11) | 02/02/2007 | 02/02/2015 | Common stock | 30,000(11) | 30,000(11) | D | ||||||||
Employee stock option | $18.1975(11) | 02/02/2008 | 02/02/2015 | Common stock | 30,000(11) | 30,000(11) | D | ||||||||
Employee stock option | $18.1975(11) | 02/02/2009 | 02/02/2015 | Common stock | 30,000(11) | 30,000(11) | D | ||||||||
Employee stock option | $18.1975(11) | 02/02/2010 | 02/02/2015 | Common stock | 30,000(11) | 30,000(11) | D | ||||||||
Employee stock option | $30.635(12) | 02/09/2007 | 02/09/2016 | Common stock | 53,332(12)(13) | 53,332(12)(13) | D | ||||||||
Employee stock option | $30.635(14) | 02/09/2008 | 02/09/2016 | Common stock | 53,334(13)(14) | 53,334(13)(14) | D | ||||||||
Employee stock option | $30.635(14) | 02/09/2009 | 02/09/2016 | Common stock | 53,334(13)(14) | 53,334(13)(14) | D | ||||||||
Employee stock option | $23.0825(15) | 02/07/2008 | 02/07/2017 | Common stock | 39,666(13)(15) | 39,666(13)(15) | D | ||||||||
Employee stock option | $23.0825(15) | 02/07/2009 | 02/07/2017 | Common stock | 39,666(13)(15) | 39,666(13)(15) | D | ||||||||
Employee stock option | $23.0825(16) | 02/07/2010 | 02/07/2017 | Common stock | 39,668(13)(16) | 39,668(13)(16) | D | ||||||||
Employee stock option | $19.225(17) | 02/06/2009 | 02/06/2018 | Common stock | 53,552(13)(17) | 53,552(13)(17) | D | ||||||||
Employee stock option | $19.225(18) | 02/06/2010 | 02/06/2018 | Common stock | 53,554(13)(18) | 53,554(13)(18) | D | ||||||||
Employee stock option | $19.225(18) | 02/06/2011 | 02/06/2018 | Common stock | 53,554(13)(18) | 53,554(13)(18) | D | ||||||||
Restricted stock units(19) | $19.225(20) | 02/06/2011 | (21) | Common stock | 40,736(20) | 40,736(20) | D | ||||||||
Employee stock option | $17.1775(22) | 02/04/2010 | 02/04/2019 | Common stock | 82,924(22) | 82,924(22) | D | ||||||||
Employee stock option | $17.1775(22) | 02/04/2011 | 02/04/2019 | Common stock | 82,924(22) | 82,924(22) | D | ||||||||
Employee stock option | $17.1775(22) | 02/04/2012 | 02/04/2019 | Common stock | 82,924(22) | 82,924(22) | D | ||||||||
Restricted stock units(19) | $17.1775(23) | 02/04/2012 | (21) | Common stock | 109,550(23) | 109,550(23) | D | ||||||||
Employee stock option | $26.2075(24) | 02/03/2011 | 02/03/2020 | Common stock | 55,940(24) | 55,940(24) | D | ||||||||
Employee stock option | $26.2075(24) | 02/03/2012 | 02/03/2020 | Common stock | 55,940(24) | 55,940(24) | D | ||||||||
Employee stock option | $26.2075(25) | 02/03/2013 | 02/03/2020 | Common stock | 55,938(25) | 55,938(25) | D | ||||||||
Restricted stock units(19) | $26.2075(26) | 02/03/2013 | (21) | Common stock | 46,864(26) | 46,864(26) | D |
Explanation of Responses: |
1. Transaction represents a transfer of shares held under direct ownership to the Wright Grandchildren's Trust Account. |
2. On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 131,297 additional shares of common stock. |
3. On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the trust's ownership of 4,489 additional shares of common stock. |
4. Transaction represents the sale of 10,200 shares (adjusted for the 2-for-1 stock split paid by the Company on September 2, 2010) held under the Wright Grandchildren's Trust account pursuant to a 10b5-1 plan executed by Mr. Wright. |
5. Transaction represents exercise of 70,000 options (adjusted for 2-for-1 split paid by the Company on September 2, 2010) pursuant to a 10b5-1 plan executed by Mr. Wright. |
6. On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 4,178 additional shares of common stock. |
7. This option was previously reported as covering 105,000 shares at an exercise price of $8.9075 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
8. This option was previously reported as covering 80,000 shares at an exercise price of $19.64 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
9. This option was previously reported as covering 45,000 shares at an exercise price of $42.65 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
10. This option was previously reported as covering 37,500 shares at an exercise price of $32.68 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
11. This option was previously reported as covering 15,000 shares at an exercise price of $36.395 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
12. This option was previously reported as covering 26,666 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
13. Fractional shares are rounded to the closest whole number. |
14. This option was previously reported as covering 26,667 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
15. This option was previously reported as covering 19,833 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
16. This option was previously reported as covering 19,834 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
17. This option was previously reported as covering 26,776 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
18. This option was previously reported as covering 26,777 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
19. Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock. |
20. These restricted stock units were previously reported as covering 20,368 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
21. The restricted stock units vest at the end of the third anniversary of the date of grant. |
22. This option was previously reported as covering 41,462 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
23. These restricted stock units were previously reported as covering 54,775 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
24. This option was previously reported as covering 27,970 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
25. This option was previously reported as covering 27,969 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
26. These restricted stock units were previously reported as covering 23,432 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010. |
Remarks: |
James F. Wright By: /s/ Kurt D. Barton, as Attorney-in-Fact | 09/10/2010 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |